Corporate Governance

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AMG Critical Materials N.V. (“AMG”) endorses good corporate governance, with a focus on independence, accountability and transparency. AMG aims to be as open and transparent as possible about its structure, financial reporting, internal controls, tax reporting and procedures.

General

AMG Critical Materials N.V. is a company organized under Dutch law (the Company) and is the parent company of the AMG Group. The Company was established in 2006 as the holding company for the AMG Group companies and its shares were first listed on the Euronext Stock Exchange in Amsterdam in July 2007. In this report the Company, as a Dutch listed company, sets forth and explains its overall corporate governance structure.

Information on the Company’s Shares

As of March 31, 2024, the total issued share capital of AMG amounts to €650,083.28 consisting of 32,504,164 ordinary shares of €0.02 each. Each ordinary share carries one vote. The ordinary shares are listed on Euronext Amsterdam. The ordinary shares are freely transferable. All ordinary shares carry equal rights. There are no restrictions on voting rights. Shareholders who hold ordinary shares on a predetermined record date are entitled to attend and vote at the General Meeting of Shareholders regardless of a sale of shares after such date.

Speak Up & Reporting

AMG’s global Speak Up & Reporting Policy provides guidance and encourages all its employees and stakeholders to speak up and to report any concerns relating to AMG’s business or people in confidence and without fear of retaliation. The Speak Up procedure will enable AMG to investigate business conduct incidents, including incidents of corruption and bribery, promptly, independently and objectively. Please find the Speak Up & Reporting Policy here.

If you suspect something is wrong, want to raise a concern or you need advice, please speak up and remember you can speak up anonymously! At AMG, we value your help to speak up about potential concerns that need to be addressed. Speaking up is encouraged and any person who speaks up is protected. All reports are treated confidentially and the outcome of any investigation will be communicated to you. Go to the Speak Up Policy mentioned above or to your local HR or Compliance Officer to find out about the different ways and process to speak up, or follow the button below to the Speak Up flowchart.

How to Speak Up